EXHIBIT VI
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COMMERCE GROUP CORP.
6001 North 91st Street
Milwaukee, Wisconsin 53225
Tel: (414) 462-5310 Fax: (414) 462-5312
E-Mail: comgroup@execpc.com
Website: www.commercegroupcorp.com
Contact Investor Relations
April 2, 1999
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Trading Halt Lifted and Merger
On December 7, 1998, the Company was granted an exception by the Nasdaq
Listing Qualifications Panel (the "Panel), through February 10, 1999, to
evidence compliance with the $1.00 per share minimum bid price
requirement for continued listing on The Nasdaq SmallCap Market.
Subsequent to the Panel's decision, staff raised public interest
concerns, pursuant to Nasdaq Marketplace Rules 4300 and 4330(a)(3), and
requested that the exception be terminated and the Company's securities
be delisted from The Nasdaq SmallCap Market. Based on the foregoing, the
Panel determined to reconsider the original decision. A new hearing was
held on March 10, 1999.
On March 31, 1999, the Panel issued its decision. In its decision the
Panel stated that it was of the opinion that the Company failed to
adequately disclose the preliminary nature of its plans to develop the
proposed Web portal announced in its press release on January 29, 1999.
The Panel was further of the opinion that the Company lacked an adequate
basis in fact for the statements that were contained in the press
release. The Panel agreed with staff's conclusion that the press release
was motivated in large part by the Company's desire to satisfy the
listing exception by capitalizing on the market's enthusiasm for the
Internet. In its decision, the Panel stated that it was particularly
troubled by the warrant agreement with The Interactive Business Channel
(IBC) and by the promotional nature of the press release. Based on the
foregoing, the Panel determined to revoke the December 7, 1998 exception
granted to the Company. The Panel determined that based on the facts and
circum stances in the entirety, in order to reserve and strengthen the
quality of and public confidence in The Nasdaq Stock Market, and in order
to protect prospective investors, the integrity of the Nasdaq Stock
Market and the public interest, the Company's securities will be delisted
from The Nasdaq Stock Market effective with the close of business on
March 31, 1999. The Panel's decision may be reviewed by The Nasdaq
Listing and Hearing Review Counsel.
The Company disagrees with the conclusions of the Panel, and has attached
complete copies of its agreements with IBC as Exhibits to its Form 8-K
filed on February 8, 1999. Furthermore, the Company believes that it
promptly disclosed the preliminary nature of its business plans with the
IBC in its press release and that its press release was accurate. At
this time the Company plans to appeal the Panel's decision.
The Company also announced that effective April 1, 1999,
contemporaneously with the beginning of its new fiscal year, it has
completed the Plan of Merger approved by its shareholders at the
Company's last annual meeting held on October 16, 1998. Under the Plan
of Merger, Commerce Group Corp., a Delaware corporation, has been merged
into a Wisconsin corporation which will have the same name of Commerce
Group Corp. As part of this merger, the Company has increased its
authorized common shares, par value $.10 per share, to fifty million
(50,000,000) shares. Its two hundred fifty thousand (250,000) preferred
shares, par value $.10 per share, remain the same. There were no
substantial changes to the Articles of Incorporation or to the Company's
By-Laws. With an increase in its authorized common shares, the Company
positions itself for a merger or other strategic alliances.
Statements in this release are made pursuant to the "Safe Harbor"
provisions of the Private Securities Litigation Reform Act of 1995.
Investors are cautioned that such forward-looking statements involve risk
and uncertainties, including without limitation, continued acceptance of
the company's services, increased levels of competition for the company,
and dependence on the performance of the management of the company.